UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Recursion Pharmaceuticals, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
75629V104
(CUSIP Number)
May 12, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 75629V104
| 1 | NAME OF REPORTING PERSONS
Kinnevik AB |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden |
NUMBER OF WITH: |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
10,405,668 (1) | |
| 7 | SOLE DISPOSITIVE POWER.
0 | |
| 8 | SHARED DISPOSITIVE POWER
10,405,668 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,405,668 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% (2) |
| 12 | TYPE OF REPORTING PERSON
CO |
| (1) | Consists of 10,405,668 shares of the Class A Common Stock of Recursion Pharmaceuticals, Inc. (the “Issuer”) directly beneficially owned by Invik S.A. (“Invik”), which is a wholly and directly owned subsidiary of Kinnevik AB (“Kinnevik”). Kinnevik may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”)) the securities directly beneficially owned by Invik. | |
| (2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 184,643,171 shares of the Issuer’s Class A Common Stock outstanding as of April 30, 2023, as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended March 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2023. |
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CUSIP No. 75629V104
| 1 | NAME OF REPORTING PERSONS
Invik S.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Grand Duchy of Luxembourg |
NUMBER OF WITH: |
5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
10,405,668 (1) | |
| 7 | SOLE DISPOSITIVE POWER.
0 | |
| 8 | SHARED DISPOSITIVE POWER
10,405,668 (1) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,405,668 (1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6% (2) |
| 12 | TYPE OF REPORTING PERSON
CO |
| (1) | Consists of 10,405,668 shares of the Class A Common Stock of the Issuer directly beneficially owned by Invik. | |
| (2) | Calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 184,643,171 shares of the Issuer’s Class A Common Stock outstanding as of April 30, 2023 as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 8, 2023. |
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CUSIP No. 75629V104
This statement (the “Statement”) on Schedule 13G is being filed by the Reporting Persons (as defined in Item 2(a) below) to report the fact that, effective May 12, 2023, the Reporting Persons became the beneficial owners of 5% or more of the Issuer’s outstanding class of registered voting securities. The beneficial ownership information provided in this Statement is current as of May 18, 2023.
| Item 1(a). | Name of Issuer. |
| Recursion Pharmaceuticals, Inc. (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices. |
| 41 South Rio Grande Street |
| Salt Lake City, UT 84101 |
| Item 2(a). | Name of Persons Filing. |
| Kinnevik AB (“Kinnevik”), a public company with limited liability formed under the laws of Sweden; and | ||
| Invik S.A., a private company with limited liability formed under the laws of the Grand Duchy of Luxembourg (“Invik” and, together with Kinnevik, the “Reporting Persons”). |
| Item 2(b). | Address of Principal Business Office or, if none, Residence. |
| The address of the principal business office of Kinnevik is: |
| Skeppsbron 18 | ||
| SE-103 13 Stockholm | ||
| Sweden |
| The address of the principal business office of Invik is: |
| 51, Boulevard Grande-duchesse Charlotte | ||
| Grand Duchy Of Luxembourg N4 1331 |
| Item 2(c). | Citizenship. |
| Kinnevik is formed under the laws of Sweden. | ||
| Invik is formed under the laws of the Grand Duchy of Luxembourg. |
| Item 2(d). | Title of Class of Securities. |
| Class A Common Stock, par value $0.00001 per share |
| Item 2(e). | CUSIP Number. |
| 75629V104 |
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CUSIP No. 75629V104
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). | |
| If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution:________________________________. | |||
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. |
| (a) | Amount Beneficially Owned: |
| Reference to “beneficial ownership” of securities for purposes of this statement (this “Statement”) shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| As of May 18, 2023, the Reporting Persons may be deemed to beneficially own an aggregate 10,405,668 shares of the Issuer’s Class A Common Stock. Invik is the direct beneficial owner of all of the securities described in the preceding sentence. Kinnevik is the sole stockholder of Invik and, as such, Kinnevik may be deemed to indirectly beneficially own all of the Issuer’s securities directly beneficially owned by Invik. |
| (b) | Percent of Class: |
| As of May 18, 2023, the Reporting Persons were deemed to directly or indirectly beneficially own an aggregate 5.6% of the Issuer’s outstanding Class A Common Stock. Invik directly beneficially owns such percentage and Kinnevik is the indirect beneficial owner of the same percentage. |
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CUSIP No. 75629V104
| The aforementioned percentage was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act and based on an aggregate total of 184,643,171 shares of the Issuer’s Class A Common Stock outstanding as of April 30, 2023 as reported by the Issuer in its Quarterly Report filed on Form 10-Q for the period ended March 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2023. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
| Reporting Person | Number of Shares | ||
| Kinnevik | 0 | ||
| Invik | 0 |
| (ii) | Shared power to vote or to direct the vote: |
| Reporting Person | Number of Shares | ||
| Kinnevik | 10,405,668 | ||
| Invik | 10,405,668 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| Reporting Person | Number of Shares | ||
| Kinnevik | 0 | ||
| Invik | 0 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Reporting Person | Number of Shares | ||
| Kinnevik | 10,405,668 | ||
| Invik | 10,405,668 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨ |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Item 6 is not applicable. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
| Item 7 is not applicable. |
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CUSIP No. 75629V104
| Item 8. | Identification and Classification of Members of the Group. |
| Item 8 is not applicable. |
| Item 9. | Notice of Dissolution of a Group. |
| Item 9 is not applicable. |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.141-11. |
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CUSIP No. 75629V104
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 22, 2023 | KINNEVIK AB | |
| By: | /s/ Samuel Sjostrom | |
| Name: | Samuel Sjostrom | |
| Title: | Chief Financial Officer | |
| Dated: May 22, 2023 | INVIK S.A. | |
| By: | /s/ Mikael Holmberg | |
| Name: | Mikael Holmberg | |
| Title: | Director | |
Exhibit 99.1
Page 1 of 1
CUSIP No. 75629V104
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Statement on Schedule 13G with respect to the Class A Common Stock, par value $0.00001 per share, of Recursion Pharmaceuticals, Inc., to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed, either manually or electronically, in one or more counterparts.
| Dated: May 22, 2023 | KINNEVIK AB | |
| By: | /s/ Samuel Sjostrom | |
| Name: | Samuel Sjostrom | |
| Title: | Chief Financial Officer | |
| Dated: May 22, 2023 | INVIK S.A. | |
| By: | /s/ Mikael Holmberg | |
| Name: | Mikael Holmberg | |
| Title: | Director | |